Securities Law & Instruments

Headnote

Exemption for pooled funds from the requirementto file with the Commission interim financial statements undersection 77(2) of the Act and comparative financial statementsunder section 78(1) of the Act, subject to conditions.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5 as am.,ss. 74(1).

National Instrument 13-101 -- System for ElectronicDocument Analysis and Retrieval (SEDAR), s. 2.1(1)1.

Regulations Cited

Regulation made under the Securities Act, R.R.O.Reg. 1015, as am.

IN THE MATTER OF

THE SECURITIES ACT (ONTARIO),R.S.O. 1990,

CHAPTER S.5 AS AMENDED

(THE "ACT")

AND

IN THE MATTER OF

K.J. HARRISON & PARTNERSINC.

AND

THE KJH STRATEGIC INVESTORSFUND

THE KJH STRATEGIC INVESTORSRRSP FUND

(The "Existing PooledFunds")

 

ORDER

(Subsection 147 of the Act)

UPON the application (the "Application")of K.J. Harrison & Partners Inc. ("KJ Harrison"),the manager of the Existing Pooled Funds and other pooled fundsestablished and managed by KJ Harrison from time to time (collectively,the "Pooled Funds"), to the Ontario Securities Commission(the "Commission") for an order pursuant to subsection147 of the Act exempting the Pooled Funds from filing with theCommission the interim and annual financial statements prescribedby sections 77(2) and 78(1), respectively, of the Act;

AND UPON considering the Applicationand the recommendation of the staff of the Commission;

AND UPON KJ Harrison having representedto the Commission that:

1. KJ Harrison is a corporation existing underthe laws of Ontario with its head office in Toronto, Ontario.KJ Harrison is, or will be, the manager of the Pooled Funds.KJ Harrison is registered as an investment dealer with theInvestment Dealers Association.

2. The Pooled Funds are, or will be, open-endmutual fund trusts established under the laws of Ontario.The Pooled Funds will not be reporting issuers in Ontario.Units of the Pooled Funds are, or will be, distributed inOntario without a prospectus pursuant to exemptions from theprospectus delivery requirements of applicable securitieslegislation.

3. The Pooled Funds represent an administrativelyefficient model that is designed to permit KJ Harrison tobuild larger investment portfolios rather that reproduce thosesame portfolios in individual segregated accounts.

4. The Pooled Funds fit within the definitionof "mutual fund in Ontario" in section 1(1) of theAct and are thus required to file with the Commission interimfinancial statements under section 77(2) of the Act and comparativeannual financial statements under section 78(1) of the Act(collectively, the "Financial Statements").

5. Unitholders of the Pooled Funds ("Unitholders")receive the Financial Statements for the Pooled Funds theyhold. The Financial Statements are prepared and deliveredto Unitholders in the form and for the periods required underthe Act and the regulation or rules made thereunder (the "Regulation").

6. Section 2.1(1)1 of National Instrument13-101 - System for Electronic Document Analysis and Retrieval(SEDAR) ("Rule 13-101") requires that every issuerrequired to file a document under securities legislation makeits filing through SEDAR. The Financial Statements filed withthe Commission thus become publicly available.

AND UPON the Commission being satisfiedthat to do so would not be prejudicial to the public interest,

IT IS ORDERED by the Commission pursuantto subsection 147 of the Act that the Pooled Funds be exemptedfrom the requirements in sections 77(2) and 78(1) of the Actto file the Financial Statements with the Commission provided:

(a) In the absence of other regulatory relief,the Pooled Funds will prepare and deliver to the Unitholdersof the Pooled Funds the Financial Statements, in the formand for the periods required under the Act and the Regulation;

(b) KJ Harrison will retain the FinancialStatements indefinitely;

(c) KJ Harrison will provide the FinancialStatements to the Commission or any member, employee or agentof the Commission immediately upon request of the Commissionor any member, employee or agent of the Commission;

(d) KJ Harrison will provide a list of thePooled Funds relying on this Order to the Investment FundsBranch of the Commission on an annual basis;

(e) Unitholders of the Pooled Funds will benotified that the Pooled Funds are exempted from the requirementsin sections 77(2) and 78(1) of the Act to file the FinancialStatements with the Commission;

(f) In all other aspects, the Pooled Fundswill comply with the requirements in Ontario securities lawfor financial statements; and

(g) This decision, as it relates to the Commission,will terminate after the coming into force of any legislationor rule of the Commission dealing with the matters regulatedby sections 77(2) and 78(1) of the Act.

September 19, 2003.

"Robert W. Davis"
"H. Lorne Morphy"